Access to Premises and Records. Between the date of this Agreement ------------------------------ and the Closing Date, Seller will give Buyer and its counsel, accountants and other representatives full access during normal business hours upon reasonable notice to all the premises and books and records of the Business and to all the Assets and to the System personnel and will furnish to Buyer and such representatives all such documents, financial information, and other information regarding the Business and the Assets as Buyer from time to time reasonably may request; provided that no such investigation will affect or limit the scope of any of Seller's representations, warranties, covenants and indemnities in this Agreement or any Transaction Document or limit liability for any breach of any of the foregoing.
Access to Premises and Records. Between the date of this Agreement and the Closing Date, and upon not less than 48 hours' notice, Seller will give Buyer and its representatives full access at reasonable times to the premises and books and records of the Business and to all the Assets which are under the control of Seller and will furnish to Buyer and its representatives such information regarding the Business and the Assets as Buyer may from time to time reasonably request. Seller, its officers and its employees will cooperate with and assist Buyer in its reasonable requests for information.
Access to Premises and Records. At all reasonable times and as often as any Lender may reasonably request, permit authorized representatives and agents (including accountants) designated by that Lender to (a) have access to the premises of the Borrower and each Subsidiary and to their respective corporate books and financial records, and all other records relating to their respective operations and procedures, (b) make copies of or excerpts from those books and records and (c) upon reasonable notice to the Borrower, discuss the respective affairs, finances and operations of the Borrower and its Subsidiaries with, and to be advised as to the same by, their respective officers and directors.
Access to Premises and Records. 28.1 The Administering Organisation will, at all reasonable times, give to the CEO or any person authorised by the CEO:
(a) unhindered access to:
i. the Administering Organisation’s employees;
ii. premises occupied by the Administering Organisation; and
iii. Material; and
(b) reasonable assistance to:
i. inspect the performance of any or all Centres;
ii. locate and inspect Material relevant to a Centre or the Administering Organisation’s compliance with this Agreement or the Scheme; and
iii. make copies of any such Material and remove those copies and use them for any purpose connected with this Agreement or the Scheme.
28.2 The access rights in clause 28.1 are subject to:
(a) any agreement to the contrary with a Partner Organisation which can be justified to the satisfaction of the ARC on the grounds of security or commercial sensitivity (including Intellectual Property considerations);
(b) the provision of reasonable prior notice by the ARC; and
(c) the Administering Organisation’s reasonable security procedures.
28.3 If a matter is being investigated which, in the opinion of the ARC, may involve an actual or apprehended breach of the law, clause 28.2 will not apply.
28.4 Upon receipt of reasonable notice from the ARC, or any person authorised by the ARC, the Administering Organisation must provide any information required by the ARC for monitoring and evaluation purposes.
28.5 Nothing in clauses 28.1 to 28.4 affects the obligation of each party to continue to perform its obligations under this Agreement unless otherwise agreed between them.
28.6 The Auditor-General, or a delegate of the Auditor-General for the purpose of performing the Auditor-General’s statutory functions, at reasonable times and on giving reasonable notice to the Administering Organisation, may:
(a) require the Administering Organisation to provide records and information which are directly related to this Agreement;
(b) have access to the premises of the Administering Organisation for the purposes of inspecting and copying documentation and records, however stored, in the custody or under the control of the Administering Organisation which are directly related to this Agreement; and
(c) where relevant, inspect any Commonwealth Assets and Commonwealth Material held on the premises of the Administering Organisation.
28.7 This clause survives the expiration or earlier termination of this Agreement.
Access to Premises and Records. At all reasonable times and as often as Bank may reasonably request, permit any authorized representative designated by Bank to have access to the premises, property, and financial records of Borrower, including all records relating to the finances, operations, and procedures of Borrower, and to make copies of or abstracts from such records.
Access to Premises and Records. Such Borrower shall permit representatives of the Agents to have access to such Borrower's books and records and to the Collateral and the premises of such Borrower at reasonable times upon reasonable notice and to make such excerpts from such records as such representatives deem necessary and to inspect the Collateral.
Access to Premises and Records. From the date hereof until the consummation of the transactions contemplated hereby at the Closing, Seller shall give Buyer and its representatives, at reasonable times and with reasonable prior notice, free access to the properties, books and records of the Business and to the Assets and will furnish to Buyer and its representatives such information regarding the Business and the Assets as Buyer or its representatives may from time to time reasonably request in order that Buyer may have full opportunity to make a diligent investigation consistent with this Agreement. The foregoing shall include, without limitation, Buyer and its representatives conducting, at Buyer's expense, an audit of the accounting books and records of the Seller. In addition to, and not in limitation of the foregoing, Seller shall provide Buyer with access to and copies of the records of all: (a) Accounts Receivable, (b) Subscriber xxxxxxxx, (c) pre-paid accounts, (d) accounts for which no remuneration is received by Seller and (e) general reports with respect to each category of service provided by the Business.
Access to Premises and Records. Between the date of execution and delivery of this Agreement and the Closing Date, Seller shall allow Buyer, its accountants, auditors, engineers and representatives full access, on not less than three (3) business days' prior notice, at mutually agreed upon reasonable times, to all of the premises and books and records of Seller and the CATV Systems and shall furnish to Buyer and its representatives all information regarding the business and properties of Seller. Buyer shall have the opportunity to perform CLI testing, other FCC-related systems performance testing, and environmental site assessments of the Assets pursuant to Section 11.1 with Seller's full cooperation and assistance prior to the Closing, provided that such audit and other procedures do not unreasonably interfere with the operations of the CATV Systems. Buyer shall have the opportunity to perform a field audit of Seller's accounts and such other procedures commonly performed in an audit conducted by an independent certified public accounting firm with Seller's full cooperation and assistance prior to the Closing, provided that such audit and other procedures do not unreasonably interfere with the operations of the CATV Systems. Seller also shall cooperate with Buyer and its accountants, auditors and representatives to enable Buyer to generate the type of financial information required under Form 8-K to be filed by Buyer with the United States Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Access to Premises and Records. CONFIDENTIALITY. Maintain financial records in accordance with GAAP, and upon reasonable notice permit representatives of the Lenders to have access to such financial records and the premises of the Borrower or any Subsidiary at reasonable times and to make such excerpts from such records as such representatives deem necessary in connection with their evaluation of the Borrower's ability to repay the Loans or any Subsidiary's ability to perform its obligations under the Guarantee Agreement. Each Lender agrees to keep all information obtained by it pursuant to this SECTION 8.5 and all other non-public information delivered to it by the Borrower or any Subsidiary pursuant to this Agreement confidential except to the extent that (i) disclosure is made, subject to this confidentiality agreement, to Affiliates, officers, directors, employees, agents and representatives of such Lender or to the Administrative Agent or any other Lender, (ii) disclosure of such information is made pursuant to applicable law, regulations, subpoena, judicial process or the like or at the request of any regulatory authority to which it is subject or to its counsel or auditors or in any legal proceeding arising out of this Agreement, (iii) such information is or becomes publicly available other than by such Lender's breach of this SECTION 8.5, (iv) disclosure is made to an actual or prospective assignee or participant pursuant to SECTION 13.10 or (v) such information becomes available to such Lender from a third party which, by making such information available, has not, to such Lender's knowledge, breached any obligation of confidentiality it may owe.
Access to Premises and Records. General access rights
47.1 The Provider must at all reasonable times give or arrange for any Department Employee: unfettered access to: its Sites or premises and those of any Subcontractor or Third Party IT Provider; Third Party Systems; all Material, including that relevant to determining the Provider’s:
(A) financial viability; and
(B) compliance with relevant work, health and safety and industrial relations legislation; its Personnel, Subcontractors and Third Party IT Providers; and reasonable assistance to: inspect its Sites or premises and those of any Subcontractor or Third Party IT Provider; inspect the performance of Services; locate, inspect, copy and remove, all Material including data stored on the Provider’s information technology system or those of any Subcontractor or Third Party IT Provider.
47.2 Subject to clause 47.3 the rights referred to in clause 47.1 are subject to: the provision of reasonable prior notice to the Provider; and the Provider’s reasonable security procedures.
47.3 If a matter is being investigated that, in the opinion of the Department, may involve: an actual or apprehended breach of the law; a breach of the Agreement; or suspected fraud, clause 47.2 does not apply, and Department Employees may remove and retain Material and original Records that are relevant to the investigation, including items stored on an electronic medium, provided that they return a copy of all relevant Records to the Provider, or the relevant Material and original Records, within a reasonable period of time.
